| THE COMPANY REMAINS COMMITTED TO UPHOLDING THE HIGHEST STANDARDS OF CORPORATE GOVERNANCE THROUGH CONTINUOUS MONITORING AND OVERSIGHT MECHANISMS. WITH A WELL-BALANCED BOARD COMPRISING INDIVIDUALS WITH DIVERSE SKILL SETS AND EXPERTISE, THE COMPANY ENSURES OBJECTIVE EVALUATION AND INFORMED DECISION-MAKING. PURSUANT TO THE PROVISIONS OF THE ACT, SEBI LISTING REGULATIONS AND NOMINATION & REMUNERATION POLICY, THE BOARD HAS CARRIED OUT ANNUAL EVALUATION OF ITS PERFORMANCE, ITS COMMITTEE(S) AND OF EACH DIRECTOR. THE PROCESS OF PERFORMANCE EVALUATION WAS ANCHORED BY THE CHAIRMAN OF THE BOARD AND CHAIRPERSON OF THE NOMINATION & REMUNERATION COMMITTEE. THE EVALUATION IS CARRIED OUT USING DETAILED QUESTIONNAIRES ALIGNED WITH THE GUIDANCE NOTE ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI) AND THE REQUIREMENTS PRESCRIBED BY SEBI. THE PERFORMANCE OF THE BOARD AS A WHOLE WAS EVALUATED BY EACH DIRECTOR ON PARAMETERS SUCH AS ITS ROLES AND RESPONSIBILITIES, CONTRIBUTION TO THE DEVELOPMENT OF STRATEGY AND EFFECTIVE RISK MANAGEMENT, UNDERSTANDING OF BUSINESS OPERATIONS, AVAILABILITY OF QUALITY INFORMATION IN A TIMELY MANNER, ETC. AND SUBMITTED. BOARD COMMITTEES WERE EVALUATED BY THE RESPECTIVE COMMITTEE MEMBERS ON PARAMETERS SUCH AS ITS ROLE AND RESPONSIBILITIES, EFFECTIVENESS OF THE COMMITTEE VIS-A-VIS ASSIGNED ROLE, APPROPRIATENESS OF COMMITTEE COMPOSITION, TIMELY RECEIPT OF INFORMATION BY THE COMMITTEE, UPGRADING KNOWLEDGE BY THE COMMITTEE MEMBERS, EFFECTIVENESS OF COMMUNICATION BY THE COMMITTEE WITH THE BOARD, SENIOR MANAGEMENT AND KEY MANAGERIAL PERSONNEL ETC. THE PERFORMANCE OF THE CHAIRMAN WAS EVALUATED BY THE INDEPENDENT DIRECTORS ON THE PARAMETERS SUCH AS DEMONSTRATION OF EFFECTIVE LEADERSHIP, CONTRIBUTION TO THE BOARD’S WORK, COMMUNICATION WITH THE BOARD, USE OF TIME AND OVERALL EFFICIENCY OF BOARD MEETINGS, QUALITY OF DISCUSSIONS AT THE BOARD MEETINGS ETC. THE DIRECTORS WERE EVALUATED INDIVIDUALLY BY ALL OTHER DIRECTORS (EXCEPT THE DIRECTOR HIMSELF/HERSELF); NON- EXECUTIVE DIRECTORS EVALUATED INDEPENDENT DIRECTORS AND VICE VERSA ON VARIOUS PARAMETERS. INDEPENDENT DIRECTORS WERE ADDITIONALLY EVALUATED FOR THEIR PERFORMANCE AND FULFILMENT OF CRITERIA OF INDEPENDENCE AND THEIR INDEPENDENCE FROM THE MANAGEMENT. THE MEETING OF INDEPENDENT DIRECTORS WAS HELD ON MARCH 11, 2025. THE INDEPENDENT DIRECTORS, INTER ALIA, EVALUATED PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE CHAIRMAN OF THE COMPANY AND THE BOARD AS A WHOLE AND THE RESULTS OF THE BOARD EVALUATION AND THE OVERALL PERFORMANCE OF THE BOARD WERE DISCUSSED CANDIDLY. KEY OBSERVATIONS AND SUGGESTIONS EMERGING FROM THIS MEETING WERE DULY PLACED BEFORE THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD FOR FURTHER DELIBERATION AND ACTION, AS APPROPRIATE. THEY ALSO ASSESSED THE QUALITY, CONTENT AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM ITS DUTIES. THE BOARD EVALUATION DISCUSSION WAS FOCUSSED ON HOW TO MAKE THE BOARD MORE EFFECTIVE AS A COLLECTIVE BODY IN THE CONTEXT OF THE BUSINESS AND THE EXTERNAL ENVIRONMENT IN WHICH THE COMPANY FUNCTIONS. FROM TIME TO TIME DURING THE YEAR, THE BOARD WAS APPRISED OF RELEVANT BUSINESS ISSUES AND RELATED OPPORTUNITIES AND RISKS. THE BOARD DISCUSSED VARIOUS ASPECTS OF ITS FUNCTIONING AND THAT OF ITS COMMITTEES SUCH AS STRUCTURE, COMPOSITION, MEETINGS, FUNCTIONS AND INTERACTION WITH MANAGEMENT AND WHAT NEEDS TO BE DONE TO FURTHER AUGMENT THE EFFECTIVENESS OF THE BOARD’S FUNCTIONING. THE OVERALL ASSESSMENT OF THE BOARD WAS THAT IT WAS FUNCTIONING AS A COHESIVE BODY INCLUDING THE COMMITTEES OF THE BOARD. DURING FINANCIAL YEAR 2024-25, THE COMPANY ACTIONED THE FEEDBACK FROM THE BOARD EVALUATION PROCESS CONDUCTED IN FINANCIAL YEAR 2024-25. THE BOARD NOTED THE KEY IMPROVEMENT AREAS EMERGING FROM THIS EXERCISE IN FINANCIAL YEAR 2024-25 AND ACTION PLANS TO ADDRESS THE SAME ARE IN PROGRESS. THESE INCLUDE BUSINESS STRATEGY, BUSINESS CONTINUITY PLAN AND OTHER MATTERS. |